PROASSURANCE CORP — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2011-02-25

Reporting Person: FRIEDMAN HOWARD H (Senior Vice-President, Co-President of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock	A	3126	$64.08	Acquired	45984	Direct
2011-02-25	Common Stock	A	500	$64.08	Acquired	42858	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	914	Indirect
Common Stock	173	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (2085)	2085	Direct
Restricted Stock Units	$		Common Stock (2085)	2085	Direct
Employee Stock Option (Right to Buy)	$54.28	2018-09-01	Common Stock (12500)	12500	Direct
Employee Stock Option (Right to Buy)	$51.48	2017-09-10	Common Stock (12500)	12500	Direct
Employee Stock Option (Right to Buy)	$51.38	2016-09-11	Common Stock (12500)	12500	Direct
Employee Stock Option (Right to Buy)	$41.15	2015-09-10	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$33.28	2014-09-10	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$22.00	2013-03-04	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$16.80	2012-11-05	Common Stock (20000)	20000	Direct

Footnotes

F1: Payout of Performance Shares awarded to the reporting person upon completion of a three year performance period at year-end 2009. The Compensation Committee (consisting entirely of independent directors) of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award.

F2: These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2008 Equity Incentive Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors

F3: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2013 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

F4: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2012 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

F5: The options vest in five equal, yearly installments commencing on September 1, 2008

F6: The options vest in five equal, yearly installments commencing on September 10,2007

F7: The options vest in five equal, yearly installments commencing on September 11, 2006

F8: The options vest in five equal, yearly installments commencing on September 10, 2005

F9: The options vest in five equal, yearly installments commencing on September 10, 2004

F10: The options vest in five equal, yearly installments commencing on September 4, 2003

F11: The options vest in five equal, yearly installments commencing on July 15, 2002